WereBen
by LordCanine
Summary: What if Ben had Became a werewolf? What if his duty was to protect and obey Gwen! Gwen is Ben's mistress and lover? What will happen to Gwen now? Will they be able to love each other? Or will their family tear them apart? Read and find out what happens.
1. Chapter 1

** WereBen**

Disclaimer: I do not own Ben 10(regrettably). If I did Kevin would be dead, Ben would have been cursed the by the Yenaldooshi in the BenWolf episode, and Ben and Gwen would be together.

Chapter 1: New Sensations & Changes

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"Ow!" Ben yells.

"Be still", Gwen twlls him.

"I am(ow) being(ow) still(ow!)", Ben replies.

"Done", Gwen says with a sigh.

"Finally!" Ben exclaims.

It's been two days since Ben, Gwen, and their grandpa Max left Kai Green and her father. Ben's transformation into a lyca turned out to be a new alien for the omnitrix. Too bad he didn't stay that way. At the last second, before Ben changed into cannonball, the Yenaldooshi bit him. Then, it bit him again(as cannonball) while the cave collapsed on it. Afterwards, Kai crushed Ben's crush on her and Gwen stood up for him. Soon, afterwards, Ben collapses from his wounds. They quickly too him inside and cleaned his wounds, well Gwen did. Max went to talk with Kai's father. Which brings us up to date.

Once Gwen was done cleaning Ben's wounds and re-wrapping them up. Ben went to lay down, while Gwen took a nap.

-With Ben-

I tossed and turned in my bed. My body was buning up, I was in a lot of pain. My breath quickened and my body began to tremble. Quickly, I hpped out of my bed and ran to the bathroom. I threw up some blood and grandpa's cooking, no figure. I wash my mouth out and leave out the bathroom. I hear thge rv door apen and grandpa talking. I don't know what he's saying, my head's pounding. My vision becomes blurry and I start to stumble around. I almost fall a couple of times, but catch myself. I reach a door that I thought was the door to my room and opened it.

-With Gwen-

It was humid, so I slept in my undergarments. I was sleeping peacefully, when I heard my room door open. The light from the "hallway" splashes against my face and wakes me up. I look towards my room door and see the outline of a figure. It was smaller than grandpa, and I saw grren eyes. Only my cousin, Ben and I have emarald green eyes, so it had to be Ben.

"Ben", I state.

He doesn't answer me.

I rub the sleep out of my eyes and look hareder. What I see causes my eyes to widen. Ben is walking into my room trembling, with blood coming out the coner of his mouth, and he looked really sick. I get out of bed as he closes the door or at least tries to close it. The door is ajar just a bit.

"Ben", I call out to him.

This time he looks at me and then looks at the bed. He heads towards my direction.

"What are you doing in my room?" I ask him.

Still I get no reply from him. I was being to get fustrated. I open my mouth, when Ben falls on the edge of my bed. "_How did he he _...", my thoughts are cut short as he climbs into my bed. He lays down right next to my pillow and curls into a ball. "_What's wrong with him?_", I think. Sighing, I try to get him out of my bed. His skin was on fire, when I touched him. Besides that, as soon as I touched him, he grabs my wrist and pulls me into my own bed. I stumble and fall next to him. I'm about to snap at him, when I look into his eyes. I freeze up with fear. His eyes lok=ok dead, void of any and all emotion. On top of that, they were glowing. A chill travels up and down my spine.

Without thinking, I grab my cover to cover myself, at the same time Ben moves closer to me. He grabs me, pulls me toward him, and snuggles into my chest! My face turns beat red. I can feel the blood flowing into my cheeks. Quickly, my embrassment turns to rage. I look down at Ben, aboutto slap him, only to see Ben's lifeless eyes again. Only this time, I see tears in his eyes. "_Is he crying?_", I ask myself.

Sure enough, the tears began to fall, wetting mt bra. I sigh and pull Ben closer to me. I can feel him trembling and trying to snuggle closer to me. I wipe the blood and tears off his face. Then, I try to calm him down by rubbing his back. It seems to be working, but it's noy enough. So, I began to sang **Your Guardian Angel:**

**Tears roll down my face I can't replace  
And now that I'm strong I have figured out  
How this world turns cold and it breaks through my soul  
And I know I'll find deep inside me I can be the one**

I look at Ben and see him falling asleep. He's stopped trembling and wrapped his arms around me. His head is snuggled in between my breast. I blush again, but quickly shake it off. I start singing once agei, just in case he wakes up. I don't want to see those lifeless eyes again or him crying.

**I will never let you fall (let you fall)  
I'll stand up with you forever  
I'll be there for you through it all (through it all)  
Even if saving you sends me to heaven**

It's okay. It's okay. It's okay.  
Seasons are changing  
And waves are crashing  
And stars are falling all for us  
Days grow longer and nights grow shorter  
I can show you I'll be the one

I will never let you fall (let you fall)  
I'll stand up with you forever  
I'll be there for you through it all (through it all)  
Even if saving you sends me to heaven

Cuz you're my, you're my, my, my true love, my whole heart  
Please don't throw that away  
Cuz I'm here for you  
Please don't walk away and  
Please tell me you'll stay woah, stay woah

Use me as you will  
Pull my strings just for a thrill  
And I know I'll be okay  
Though my skies are turning gray

I will never let you fall  
I'll stand up with you forever  
I'll be there for you through it all  
Even if saving you sends me to heavent's

My eyelids become heavy and I give a small yawn. I sounded like a cat. I look down at Ben and see him sound asleep with a smile on his face. I give a small smile, before nodding off.

-With Max-

I go to check on the kids and I find them sauggling together. I smile and give a small chuckle, before closing Gwen's bedroom door. Then, I head off to bed.

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**The song in this chapter is by Red Jumpsuit Apparatus.(check it out) Chapter two is on it's way.**


	2. Chapter 2

** WereBen**

Disclaimer: I do not own Ben 10(regrettably). If I did Kevin would be dead, Ben would have been cursed the by the Yenaldooshi in the BenWolf episode, and Ben and Gwen would be together.

Chapter 2: Danger

* * *

The next few days were weird for Gwen. Everynight, Ben would come in her room and snuggle with her. It seemed to be the only way he could sleep. Gwen found it funny and teased him often, even though she enjoyed it as well. She'll never admitt it though. She sings to Ben every night, so he sleeps better. Max is just happy that their finally getting along. Still something is just around the corner. Something that will threaten the young tennysons new "relationship" and their lives. I t will force Ben to protect Gwen at all cost.

"Ben! Gwen!" Max call out to his two grandchildren. Ti's been a month and Ben's wounds have finally healed. He dosen't seem sick, but he still sleeps with Gwen, from now on. Max has grown suspicious of the two, especially since Gwen always slept in her underwear. He has watched them, but nothing has happened, so he had to let it go, for now.

"Yws Grandpa?" Gwen asks.

"Grandpa?" Ben asked.

"I have some plumer business to attend to, so I'm going to leave you two here and lock the rv down. Please try to not fight or anything that will lead to trouble?"

"Alright Grandpa"

"Whatever the dweeb says"

"Ben?!"

"Okay, okay, okay. I won't misbehave"

"Good"

Max leaves the rv and heads south. As soon as he's gone, Ben tackles Gwen. Taken by surprise, Gwen stumbles and they fall on the couch. Ben snuggles into Gwen's chest and sighs happily.

"Ben!" Gwen shouts angrily

Ben lowers his head and his eyes are downcasted, "Sorry", he tells her

Gwen sighs, "Why did you tackle me?" she asks.

"Sorry, I wanted to snuggle".

"Why? We aren't even going to sleep"

"I don't know, really"

"What do you mean?"

"Lately, I feel safe around you dweeb. I feel like I can-I don't know exactly-but it helps me and I been having", he pauses to think, "urges to snuggle with you a lot lately. So I don't feel alone, afraid...sad"

Gwen looks into Ben's eyes, to see if he's lying. All she saw was a deep saddness in his eyes.. She sighs and lifts Ben off her. Tears start to fall from his yes. They run his down his cheeks. "_I blew it_", he thinks, yelling at himself. Suddenly, he's pulled into a caring embrace. Ben can feel Gwen's hand slowly and lovingly stroking his back. He relaxes and wraps his arms around her.

**Hours Later**

Ben wakes up( yes they fell asleep) to the sound of heavy foot steps approaching the rv. He looks at Gwen and she has a peaceful look on her face. She's smiling in her sleep and breathing peacefully. Ben purrs and rubs his head against her cheek. Gwen wakes up and looks at Ben. She couldn't help but smile at him looking to her her left and blushes at at how affectionate he's become towards her.

"Ben", she wisphers.

Suddenly, before she could even open her mouth again, Ben leaps up with her in his arms. At the same time a fist breaks through thr rv wall. Ben craddles Gwen close to him and jumps out of the rv windows. As soon as they land, Ben runs full speed towards the forest.

To bad wohever attacked them appeared right in front of him. He struck with lightening speed. Ben was sent flying into the rv door. He dropped Gwen half way. Ben falls to his knees, coughing up blood. He then falls flat on his stomach, staring at Gwen. The figure decides to step into the moonlight. When the figure comes into the moonlight, it leaves both cousins shicked and angry. Under the light of the moon the figure is revealed to be Keven leven. He grabs Gwen by the back of her neck and lifts her up into the air. She struggles, but can't break free.

**"Hello Tennysons", he says with a wicked smile on his face.**

"K-kevin", Gwen chokes out.

"Put Gwen down now!" Ben orders Kevin as he's struggling to get up, "And how'd you get out of the nail viod?'

**"Easy, me and Vilgax busted out together and went our seperate ways. I came after you and your cousin, and it looks like your Grandpa ain't here to help ya this time, punk. And as for putting your cousin down...I don't ynink I will", Kevin says with a mockingly tone," I think I'll keep her as a pet for when I get...fustrated, if you know what I mean".**

Gwen starts to struggle even more to get away from Kevin, but still she can't break free. Kevin just laughs at her feeble attempts to get away.

"But first I'll need to break a few bones to get my piont across", Kevin says with a smile.

He grabbed both of Gwen's arms and slowly started to squeeze them tightly together. Gwen held in her screams and chanted a spell in her head. A bolt of mana shot out from her chest and shot at Kevin, it hit him straight in the face. Kevin drops Gwen while howling in pain.

Gwen falls to on ground hard and has the wind knocked out of her. She gasps for breath as she crawls towards Ben. Ben is still struggling to get up. He looks up And sees Gwen crawling towards him. Behind her Kevin was slowly approaching her, he looked angry as hell. Smiling wickedly, Kevin "XL-8s" towards Gwen. He leaps into the air and comes down, stomping on both of her legs.

"Ahhhhhhhhhh!" Gwen let's out an ear piercing sream.

"Gwen!" Ben half screams, half groned from the pain in his back. His back was broken, but still he could move. As he tried to stand, his back was fixing itself. Ben starts to crawl on his hands and knees toward his cousin. He collaspses back down to the ground from the pain, but continues to crawl. As he crawls he hears what he thought he would never ever see in this life or any life for that matter. "Please stop", Gwen sobbed begging, for the first time in her life. His cousin, Gwendolyon Tennyson, black belt in martial arts, magicly powered, stared death/danger in the face and never broke down, was crying. The strongest, most determined, and strong weilded girl he evr new was crying. His mistress was in pain, crying and begging for her life, and he couldn't do a thing to help her. Ben stares at Gwen with tears in his eyes. He stares wided eyed at Gwen, she was crying her eyes out. The tears ran down her cheek, flowing like a river. But he was mostly focused on the puddle of blood forming around her.

Kevin slowly starts to crush Gwen's arms. She screams, cries, and begs him to stop. Her tears, begging, and screaming is music to his , he gets a chill up his spine. Then, he hears growling coming from in front of him. He looks up, slowly, to see Benjamin Kirby Tennyson standing in front of him. Only he's not them same anymore, not all all.

-**Seconds Before**-

Ben saw Kevin step on Gwen's arms without mercy. Suddenly, something snapped, something inside him. Ben Kirby Tennyson had juast snapped. He stands up slowly and howl at the moon **(this sends a chill up Kevin's spine, he was too absorbed in Gwen's pain to notice, but his body still responded)**. The full moon appears from behind dark and stormy clouds and shines down upon him. Ben feels his canines lengthen and become fangs. His nails lengthen and become claws. His skin starts to turn blue and his side burns come in as fur. His eyes are closed. When he opens them, there blood red, have an ocean, spphire blue surrounding his pupils. HIs pupils and silted and still emareld green. Wolf ears appear on top of his head and his normal ears become pointy. His hair grew and covered his normal ears. Then the sound of clothes tearing was heard as his tail grew from his tail bone. Ben lets out a menacing growl and glares at Keven Leven **(This is when Kevin slowly looked up at Ben)**.

-**Present Time**-

Ben glared at Kevin as hate and malice fill his eyes. He drops on all fours and growls again. Kevin, for a reason unkown to him, started to back up slowly. He kept his eyes on Ben as he did. He blinked once and Ben was gone. Panick immediately grips him and he begans to sweet.

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** CHIFFHANGER!**

**Chapter three is on it's way. Oh and Ben didn't use the omnitrix bcause his back was broken so he couldn't move correctly, let alone reach the omnitrix. Plus he was too worried about Gwen to focus. And as for Kevin it was alien instinct that told him to be afraid, be very afraid.**


	3. Chapter 3

**WereBen**

**Disclaimer: I do not own Ben 10(regrettably). If I did Kevin would be dead, Ben would have been cursed the by the Yenaldooshi in the BenWolf episode, and Ben and Gwen would be together.**

* * *

Chapter 3: Ben's Transformation

Ben dissapears and reappears by Gwen's body. He whimpers and nudges her. Gwen doesn't resond to him she only lays there like she's lifeless. He nudges her hared and still there is no response. Ben starts to get desperate and licks her face. She twitches a little, but that's all. He smiles a little at this. "_At least she's still alive_", he thinks.

"Grrr...Grrrrr...Gwrrrr...Gwerrrr...Gweeennnn...", he swallows and tries again, "G-Gwen", he whispers into her ear.

She sturs some more and her eyes shoot open. She screams in pain and Ben craddles her head into his chest. She stiffens immediately and looks up at him. When she sees its only him she visibly relaxes."Ben", she says passing out in his arms with tears in her eyes. They slide down her cheeks and Ben licks them away. He picks Gwen up as carefully as possible and carries her over to the rv.

By this time Kevin Etahan Levin was back to his normal, old, aroggant self. He charges at Ben as he leans Gwen against the rv wall. Kevin excelerates towards Ben and throws a punch at him. Ben turns half way towards Kevin and catches his punch with an open palm. Kevin quickly retracts his fist and throw a nother punch. The result is the same. Now, he's slightly annoyed. So, he starts to throw punch after punch at BE=en. None of his attacks connect with him. It didn't matter how much force he put into the attack, Ben would not move. It didn't matter how fast he moved, all of his punches were blocked with one open palm hand. Panic begins to rise up again in Kevin. Catiously, he takes a step back, away from Ben.

"What are you?" Kevin asks, his voice laced with fear.

**"GrrrrrrrrrRaaaaaaagggggghhhhhhh!" Ben roars.**

His inner beast has taken over and it has its sights set on murdering Kevin. He disappears from sight and reappears right in front of him. Before he can even react, Ben kicks himstraight in the head. Kevin is sent flying into a bunch of trees. They stop his flight and break in half. All of them fall behind him, lucky him, not.

Ben appears above him and slams his fist into Kevin's face. A resondind crack is her and Kevin tries to cover his head on instinct. Ben grabs his arms and snaps them like twigs. Then, he starts to pound Kevin into space dust. He punches him over and over again. Left, Right, Uppercuts, you name it. All type of punches were being thrown at him and he could do nothng about it. Ben poundes his face in until his fist are completely covered in blood. Then, he starts to use his claws. He claw at Kevin, evrywhere. Slash after slash appear on Kevin's face, chest, arms, legs, and stomach, after superspeed dtrike Ben takes at him. Blood covers his hands, claws, his face, shirt, pants, arms, leags, and it got in his hair.

Suddenly, Ben stops and dtars at Kevin. A feral small begins to form on his face. Kevin swings and and punches him in the face while he's in some sort of crazy ass trance. His head snaps to the left and Kevin follows up with a punch to his gut. Ben doubles over a little and Kevin continues his assault on him. He swings his tail at Ben, only for him to catch it. Lucky for him the force from the wing sends Ben flying over to Gwen. Ben flips in mid-air and slides his way towards Gwen. He skids to a halt right by Gwen, look up and glares daggers at Kevin.

As Kevin tries to get up and struggles to stand, Ben lunges at him. They collide and go flying through several trees, hitting a very large boulder. Kevin coughs up blood and slavia. Again Ben gets that feral smile in his face. He pulls his arm back and clses hs hand, making it like a dagger. He plunges his hand into Kevin's chest. He can his entire arm reach past ten layers of skin. One for eac h of the aliens Kevin accidentally combined, creating the current form he's in. Turns out that Ben's transformation was reversing what happened to Kevin, making his current form like a suit of armor for him. Realizing this, Ben pulls his other arm back and plunges it into Kevin's chest as well. The more he digs, the more the body of armordries out. It starts to crack and lose its color. All of this is causing Kevin a lot of pain. When he feels Kevin's catual skin, he retracts his arms. Only to tear into each layer of skin at least fifteen times. Doimg this causes Kevin even more pain, making it extremmely painful for him.

Finally, Ben rips Kevin out of his body armor and it crumbles to dust with a puddle of blood under it. Kevin stares at Ben with total fear in his eyes. He's still in his old cloths only there covered in green, purple, and red blood. Ben lifts him into the air and snarls at him. He pulls his arm back and forms a fist. Kevin closes his eyes and waits for the on slaught to begin. Ben then decides to open his fist and uses it like a dagger. He lowers it some, so its not pionting at Kevin's head, but his heart instead. He pulls his arm back and goes for the kill. Before he can plunge his hand through his heart, he hears Gwen groan. Momentarily destracted, he turns to look at Gwen. He sees her getting surrounded by wolves. Their approaching her from all directions, expect behind. Immediately, he tosses Kevin aside like a ragdoll and runs towards Gwen. kevin uses this as a chance to escape. He stumbles to his feet and runs into the woods. "O_"__ne day, I'll get you Tennyson. One day._" he thinks as he runs.

Gwen slowly starts to awaken, when something wet rubs against her left cheek. She blinks and looks at what's touching her cheek. She stiffens at what she sees and her eyes widen. There's a wolf to her left and it was licking her cheek. It growls at her and backs up. Gwen can sees a pack of wolves surrounding her and she stiffens further. The wolf to her left crouches and prepares to lung at her. Before ti can even move, a hand pierces its neck. Blood splashes near Gwens feet, snapping her out of her fear striken stance. Then a shadow envopes her entire being. She looks up and sees Ben in between her and the wolf pack. She can see that he's in his wolf stage from when the Yenaldooshi first cratched the omnitrix. He's standind over her protectively. She can't help but smile at the way he's acting. Then, she notices that the omnitrix is still on his left wrist. "_If that's the omnitrix, then how is he..._" she thinks, "_Is he..._"

Ben growls at the wolves, snapping Gwen from her thoughts. The wolf pack growl back at Ben and bare their fangs at him. Ben baes his own fangs at them and begins to snarl. The alpha of the pack steps forth and growls at Ben, ordering him to stand down. Ben doesn't back down. He stares the alpha dead in the eyes and growls back at him. A challenge has been issued between the two and only one of them will survives. In a blur of pure speed, Ben diappears and reappears with his right arm out stretch. His shirt rips at little and blood comes out rom three cuts on his chest. He pulls his arm down, showing blood on his claws. At the same time the alpha's head falls of its body. He falls lifelessly to the ground, as well as half of is pack. The restare smart enough to know they have no chance against Ben. So they lowers their heads and submit to him, while steppin back from him and Gwen. Ben turns to Gwen and bends down next to her. She stares at him with a mixed epression of fear and confusion. He grabs her arms gently and bits into them, where they were broken at. He licks over the broken bones and bites into them lightly. Gwen gasps and clenchs her teeth, tears fall from her as from the pain. Ben does the same thing he did to her arms to her legs and licks her throat to help it heal faster.

Slowly, Gwen can feel her bones reattaching to each other and her skin stitching its self back together. Ben moves to her side and picks her up bridal style. He growls at the wolves, giving them an order not to let anyone near the rv. They spread out around the rv and take watch. Ben walks towarsd the rv, opens the door, and heads inside. He locks the door behind him. Once he was inside, his mind slowly started to clear and he returns back to himself, but his body stays the same.

He takes Gwen to her room and closes the door behind them. he lays her on her bed and leaves the room for five minutes. He comes back with a bucket of water, soap, and a rag. Gwen sits up and strips of every article of clothing, except her underwear. Ben follows her example, still in some sort of trance even though his mind returned to normal. He washes Gwen's arms and legs, since there still injured. He let her was the rest of her body while holding her arm up for her. Once she was done, hwashed up himself. He leaves the room again, taking everything with him and comes back with a towel. They dry off and Ben tosses the towel in the corner of her room. GTwen lays down and Ben lays next to her. She pulls the cover over both of the and pulls Ben closer to her. She wraps her arms around him, despite the still obivous pain still in them, and snuggles into his chest. Her body starts to relax, relesing all the tension from it, and Ben begins to calm down. And the trance begins to lift as Gwen begins to sing.

-Gwen-

Feeling Ben still tense and in some sort of trance, somehow, I begin to sing. AS I do he calms doen and the trance lifts. I sing**Listen To Your Heart:**

**I know there's something in the wake of your smile.  
I get a notion from the look in your eyes, yea.  
You've built a love but that love falls apart.  
Your little piece of heaven turns too dark.**

**Listen to your heart**  
**when he's calling for you.**  
**Listen to your heart**  
**there's nothing else you can do.**  
**I don't know where you're going**  
**and I don't know why,**  
**but listen to your heart**  
**before you tell him goodbye.**

**Sometimes you wonder if this fight is worthwhile.**  
**The precious moments are all lost in the tide, yea.**  
**They're swept away and nothing is what is seems,**  
**the feeling of belonging to your dreams.**

**Listen to your heart**  
**when he's calling for you.**  
**Listen to your heart**  
**there's nothing else you can do.**  
**I don't know where you're going**  
**and I don't know why,**  
**but listen to your heart**  
**before you tell him goodbye.**

**And there are voices**  
**that want to be heard.**  
**So much to mention**  
**but you can't find the words.**  
**The scent of magic,**  
**the beauty that's been**  
**when love was wilder than the wind.**

**Listen to your heart**  
**when he's calling for you.**  
**Listen to your heart**  
**there's nothing else you can do.**  
**I don't know where you're going**  
**and I don't know why,**  
**but listen to your heart**  
**before you tell him goodbye.**

**Listen to your heart, mm-mmmmmm**

**I don't know where you're going**  
**and I don't know why,**  
**but listen to your heart**  
**before you tell him goodbye.**

I stop singing and yawn. Ben licks my cheek affectionately as he falls asleep. I bush slightly and kiss him on the forehead in return.

"Good night Ben", I whisper to him as I let sleep over take me.

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**The song in this chapter is by DHT. Check it out. Chapter 4 will be here soon.**


End file.
